BARYS RESOURCES LIMITED — AGM Information 2019

Oct 9, 2019

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K o p o r e M e t a l s L i m i t e d A C N 1 4 9 2 3 0 8 1 1

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

E X P L A N A T O R Y S T A T E M E N T P R O X Y F O R M

Date of Meeting

11 November 2019

Time of Meeting

11:00am (WST)

Place of Meeting Discovery Capital Partners Level 1, 50 Ord Street WEST PERTH WA 6005

Please read this Notice of Annual General Meeting and Explanatory Statement carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

The Annual General Meeting of Shareholders of Kopore Metals Limited ACN 149 230 811 ( Company ) is to be held on Monday, 11 November 2019 at Discovery Capital Partners, Level 1, 50 Ord Street, West Perth, Western Australia, commencing at 11.00am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting ( Notice ).

Capitalised terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

AGENDA

ORDINARY BUSINESS

ANNUAL FINANCIAL REPORT

To receive and consider the annual financial statements of the Company for the financial year ended 30 June 2019 together with the Directors’ Report, the Directors’ Declaration and the Auditor’s Report.

The annual report incorporating the financial statements is available at:

- https://www.koporemetals.com/investors/company reports/

Resolution 1 – Non-binding resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following non-binding resolution as an ordinary resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report required by section 300A of the Corporations Act 2001 (Cth), as contained in the Company’s directors’ report for the year ended 30 June 2019, be adopted.”

Voting Exclusion

In accordance with the Corporations Act, a vote must not be cast on this resolution in any capacity (and will be taken not to have been cast if cast contrary to this restriction):

• (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of any such member, regardless of the capacity in which the vote is cast; or

• (b) as a proxy by any person who is a member of the Key Management Personnel as at the date of the Meeting or by a Closely Related Party of any such person,

• unless the vote is cast as a proxy on behalf of a person entitled to vote on this resolution and that vote has been cast:

• (c) in accordance with a proxy appointed by writing that specifies how the proxy is to vote on the resolution; or

• (d) by the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution but expressly authorises the Chair to exercise the proxy even though the resolution is connected with the remuneration of Key Management Personnel.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

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Resolution 2 – Election of Director, Mr Simon Jackson

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, Mr Simon Jackson, having been appointed as an additional director of the Company on 6 March 2019, who retires in accordance with Clause 13.5 of the Constitution and being eligible and offering himself for election, be elected as a Director of the Company.”

Resolution 3 – Re-election of Director, Mr Grant Ferguson

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 14.5 and Clause 13.2 of the Constitution, Mr Grant Ferguson retires and being eligible, is re-elected as a Director of the Company.”

Resolution 4 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the issue of Equity Securities totaling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• (a) any person who is expected to participate in the issue of Equity Securities under this Resolution; (b) a person who will obtain a material benefit as a result of a proposed issue under this Resolution, except a benefit solely in the capacity of a holder of ordinary securities if Resolution 4 is passed; or

• (c) any Associate of those persons.

However, the Company will not disregard a vote if it is cast by:

• (a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or,

• (b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Other Business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DATED THIS 10th DAY OF OCTOBER 2019

BY ORDER OF THE BOARD

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Shannon Coates Joint Company Secretary

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How to vote

Shareholders can vote by either:

• attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronic lodgment or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

• A Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

• Should any resolution, other than as specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support the resolution proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to the proposed resolution. These rules are explained in this Notice.

• To be effective, proxies must be lodged by 11:00am (WST) on 9 November 2019. Proxies lodged after this time will be invalid.

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• Proxy Forms can be submitted by the below methods:

By posting: Automic Share Registry GPO Box 5193 Sydney NSW 2000 By facsimile: +61 2 8583 3040 By delivery: Level 5, 126 Phillip Street Sydney NSW 2000 Online: Lodging it online at Automic’s website: https://investor.automic.com.au/#/loginsah in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website).

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 11:00am (WST) on 9 November 2019. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5:00pm (WST) on 9 November 2019.

Voting

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on the Resolution.

Chairs Voting Intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

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K O P O R E M E T A L S L I M I T E D ACN 149 230 811

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of Kopore Metals Limited ( Company ).

The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain capitalised terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.

Annual Accounts

The Corporations Act requires Shareholders to receive and consider the annual financial statements of the Company for the financial year ended 30 June 2019 together with the Directors’ Report, the Directors’ Declaration and the Auditor’s Report. A copy of these reports may be accessed by visiting the Company’s website www.koporemetals.com.au.

There is no requirement for Shareholders to approve these reports. However, the Company will provide a reasonable opportunity for Shareholders to ask questions or make comments about the annual financial statements and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the Auditor’s Report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the Auditor in relation to the conduct of the audit.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

Resolution 1 - Non-binding resolution to adopt Remuneration Report

Section 298 of the Corporations Act requires that the annual Directors’ Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

Pursuant to Section 250R(2) of the Corporations Act, a Resolution must be put to Shareholders to adopt the Remuneration Report as contained in the Company’s 2019 Annual Report, which is available on the Company’s website www.koporemetals.com.au.

The Remuneration Report is set out within the Directors’ Report. The Remuneration Report:

• explains the Board’s policy for determining the nature and amount of remuneration of Directors and senior executives of the Company;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

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• details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Shareholders are advised that pursuant to Section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting ( Spill Resolution ) to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

It is noted that the Remuneration Report for the financial year ended 30 June 2018 did not receive a vote of more than 25% against its adoption at the Company’s last annual general meeting held on 19 November 2018. Accordingly, a Spill Resolution is not required for this Annual General Meeting.

Resolution 2 – Election of Director, Mr Simon Jackson

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Mr Jackson was appointed as a Director on 6 March 2019.

Pursuant to Clause 13.5 of the Constitution, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Accordingly, Mr Jackson, in accordance with the Constitution, will retire and being eligible, seeks election from shareholders. As Mr Jackson is the Managing Director of the Company, he is not considered to be an independent director. A brief summary of Mr Jackson’s qualifications and experience follows.

Simon Jackson

Mr Jackson is a Chartered Accountant with over 25 years of experience in management of resource companies. Mr Jackson has held executive and senior management roles with Beadell Resources Limited, Orca Gold Inc., Sirocco Mining Inc and Red Back Mining Inc. and has been a Director of multiple ASX and TSX listed companies.

Simon specialises in M&A, public equity markets management and corporate finance. His career has included corporate transactions in Canada, Australia, Africa, Asia and South America and he has sat on numerous ASX and TSX Boards. Simon holds a Bachelor of Commerce degree from the University of Western Australia and is a Fellow of the Institute of Chartered Accountants in Australia.

He currently holds directorships with Cygnus Gold Limited, Orca Gold Inc (TSXV), Sarama Resources Limited (TSXV) and Coziron Resources Limited.

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Board Recommendation

The Board (except Mr Jackson, who abstains) unanimously recommends that Shareholders vote in favour of Resolution 2.

Resolution 3 – Re-election of Director, Mr Grant Ferguson

Pursuant to Clause 13.2 of the Constitution, one third of the Directors (excluding alternate Directors or the Managing Director) for the time being, or if their number is not a multiple of three, then such number as is appropriate to ensure that no Director other than alternate Directors or the Managing Director holds office for more than three years, shall retire from office at every annual general meeting. In addition, ASX Listing Rule 14.5 provides that an entity must hold an election of directors at each annual general meeting.

As at the date of this Notice, the Company has 3 Directors (excluding the Managing Director) and accordingly, one must retire. Mr Ferguson was last elected at the 2017 annual general meeting held on 31 October 2017 and has held office the longest since last being elected.

In accordance with Clause 13.2 of the Constitution and ASX Listing Rule 14.5, Mr Ferguson has agreed to retire and being eligible, has offered himself for re-election. If re-elected, the Board does not consider Mr Ferguson will be an independent director due to the short time between ceasing employment in an executive capacity and serving on the board. A brief summary of Mr Ferguson’s qualifications and experience follows.

Grant Ferguson

Mr Ferguson is a geologist with over 24 years’ experience in all aspects of gold and base metal operations including significant African and country experience. He has experience in exploration, scoping/pre-feasibility/feasibility studies, project development and mining operations with a range of public and private companies. His experience includes precious and base metals, bulk commodities (coal & iron ore) and renewable energy projects across Australia, Africa, Asia, North America, Europe, and the Middle East. Mr Ferguson is a fellow of the Australian Institute of Geoscientists (AIG) and a member of the Australian Institute of Mining and Metallurgy (AusIMM).

Board Recommendation

The Board (except Mr Ferguson, who abstains) unanimously recommends that Shareholders vote in favour of Resolution 3.

Resolution 4 – Approval of 10% Placement Capacity

Background

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( Additional 10% Placement Capacity ) over a 12 month period after the annual general meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution. The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity is not included in the S&PASX 300 Index. The Company is an eligible entity for the purposes of Listing Rule 7.1A as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $4,498,034 million, based on the closing price of Shares $0.007 as at 2 September 2019.

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Resolution 4 seeks Shareholder approval to issue additional Equity Securities under the Additional 10% Placement Capacity during the Additional Placement Period (as defined below). It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied as set out below.

Resolution 4 is a special Resolution, requiring approval of 75% or more of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Listing Rule 7.1A

The effect of Resolution 4 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period, without subsequent Shareholder approval and without using the Company’s 15% placement capacity under Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has one class of quoted Equity Securities on issue, being the Shares (ASX Code: KMT).

Based on the number of Shares on issue at the date of this Notice (642,576,400 Shares) and subject to Shareholder approval being sought under Resolution 4, approximately 64,257,640 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. That formula is:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of fully paid ordinary Shares issued in the previous 12 months under an exception in Listing Rule 7.2;

• (ii) plus the number of partly paid ordinary Shares that became fully paid in the previous 12 months;

• (iii) plus the number of fully paid ordinary Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary Shares under the entity’s 15% placement capacity without Shareholder approval; and

(iv) less the number of fully paid ordinary Shares cancelled in the previous 12 months.

Note that ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue, that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

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The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the Additional 10% Placement Capacity.

The table shows:

• (a) examples of where variable ‘A’ is at its current level and where variable ‘A’ has increased by 50% and by 100%;

• (b) examples of where the issue price of ordinary securities is the current market price as at close of trade on 2 September 2019, being $0.007, (current market price), where the issue price is halved, and where it is doubled; and

• (c) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

*Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.0035 Issue price at half the current market price	$0.007 Issue price at current market price	$0.014 Issue price at double the current market price
Current variable A 642,576,400 Shares	Shares issued – 10% voting dilution	64,257,640	64,257,640	64,257,640
	Funds raised	$224,902	$449,803	$889,607
50% increase in current variable A 963,864,600 Shares	Shares issued – 10% voting dilution	96,386,460	96,386,460	96,386,460
	Funds raised	$337,353	$674,705	$1,349,410
100% increase in current variable A 1,285,152,800 Shares	Shares issued – 10% voting dilution	128,515,280	128,515,280	128,515,280
	Funds raised	$449,803	$899,607	$1,799,214

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

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• (a) There are currently 642,576,400 Shares on issue.

• (b) The issue price set out above is the closing price of the Shares on the ASX on 2 September 2019.

• (c) The Company issues the maximum possible number of Equity Securities under the Additional 10% Placement Capacity.

• (d) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval or ratification under Listing Rule 7.1.

• (e) This table does not set out any dilution pursuant to ratification under Listing Rule 7.4.

• (f) No Options are exercised before the date of the issue of the Equity Securities.

• (g) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

• (h) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (i) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Specific information required by Listing Rule 7.3A

The following information in relation to this Resolution 4 is provided to Shareholders for the purposes of Listing Rule 7.3A:

• (a) Minimum price: The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities in that class over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) Risk of voting dilution: If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities.

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The table above on page 9 shows the dilution of existing Shareholders' economic and voting power upon the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity, using different variables for the number of ordinary securities for variable ‘A’ (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable ‘A’ is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.

• (c) Validity: Approval of the Additional 10% Placement Capacity will be valid during the period from the date of the Annual General Meeting and will expire on the earlier of:

• (i) the date that is just 12 months after the date of the Annual General Meeting; and

• (ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( Additional Placement Period ) after which date, an approval under Listing Rule 7.1A ceases to be valid.

• (d) Purposes of issue: The Company may seek to issue the Equity Securities under the Additional 10% Placement Capacity for the following purposes:

• (i) cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for development of its existing assets, to acquire new assets or investments and/or general working capital purposes; or

• (ii) non-cash consideration for the acquisition of new assets in, or complementary to, the copper sector. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (e) Allocation policy: The Company will determine the recipients at the time of the issue under the Additional 10% Placement Capacity, having regard to the following factors:

• (i) the prevailing market conditions at the time of the issue of the Equity Securities;

• (ii) the purpose of the issue of the Equity Securities;

• (iii) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by alternative means such as an entitlements offer, a placement and another offer where existing Shareholders may participate;

• (iv) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of the proposed issued of Equity Securities;

• (v) the effect of the issue of the Equity Securities on the control of the Company;

• (vi) the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and

• (vii) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

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The recipients under the Additional 10% Placement Capacity have not been determined as at the date of this Notice. They may, however, include current Shareholders, substantial Shareholders and/or new investors (or a combination of), none of whom will be related parties (or their Associates) of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the Additional 10% Placement Capacity will be vendors of the new assets or investments.

The Company notes that:

• (i) the Board has formed no specific intentions to offer any placement to any existing Shareholders, class of Shareholders or any new investors;

• (ii) the Board will always consider, prior to making any placement whether the raising of funds could be achieved by means of an entitlements issue to existing Shareholders; and

• (iii) if any issue is announced, the Company would disclose its reasons for undertaking that particular issue rather than an entitlements issue to existing shareholders, should that occur.

• (f) Previously obtained approval: The Company sought and received approval for the Additional 10% Placement Capacity under Listing Rule 7.1A at its 2018 Annual General Meeting on 19 November 2018. For the purposes of ASX Listing Rule 7.3A.6, the Company informs Shareholders that it has in the 12 months preceding the date of this Annual General Meeting, issued a total of 155,000,000 Equity Securities representing 25.9% of the total issued capital of the Company at the date of the last annual general meeting.

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the 2019 Annual General Meeting are noted in Schedule 1 to this Notice.

• (g) Voting exclusion: A voting exclusion statement has been included for the purposes of Resolution 4. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

Other information

When the Company issues Equity Securities pursuant to the Additional 10% Placement Capacity, it will give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“$” means Australian dollars.

“Additional 10% Placement Capacity” has the meaning given to the term in the Explanatory Memorandum for Resolution 4.

“Annual General Meeting” or “Meeting” means the Annual General Meeting the subject of the Notice.

“ASX” means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

“ASX Listing Rules” means the Listing Rules of ASX.

“Auditor” means the auditor of the Company.

“Auditor’s Report” means the report of the Auditor contained in the Annual Report for the year ended 30 June 2019.

“Board” means the board of Directors of the Company.

“Chair” means the chair of the Annual General Meeting.

“Clause” means a clause of the Constitution.

“Closely Related Party” has the meaning given to that term in the Corporations Act. Under the Corporations Act, a Closely Related Party of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member; or

• (b) a child of the member’s spouse; or

• (c) a dependant of the member or of the member’s spouse; or

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, or in the member’s dealings with the entity; or

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) to be a Closely Related Party.

“Company” means Kopore Metals Limited ACN 149 230 811.

“Constitution” means the constitution of the Company.

“Corporations Act” means the Corporations Act 2001 (Cth).

“Director” means a director of the Company.

“Directors’ Report” means the report of the Directors contained in the Annual Report for the year ended 30 June 2019.

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“Directors’ Declaration” has the meaning given to it in section 295 of the Corporations Act.

“Equity Securities” has the meaning given to that term in the Listing Rules.

“Explanatory Statement” means the explanatory statement accompanying the Notice of Meeting.

“Key Management Personnel ” has the meaning given to that term in the Accounting Standards. The Accounting Standards define the Key Management Personnel of an entity to be those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

“Listing Rules” means the Listing Rules of the ASX.

“Notice” or “Notice of Meeting” means this notice of General Meeting.

“Option” means an option to acquire a Share.

“Proxy Form” means the Proxy Form accompanying the Notice.

“Related Party” has the meaning given to that term in the Corporations Act.

“Remuneration Report” means the remuneration report set out in the Annual Report for the year ended 30 June 2019.

“Resolution” means a resolution the subject of the Notice.

“Share” means an ordinary fully paid share in the issued capital of the Company.

“Shareholder” means a Shareholder of the Company.

“Spill Meeting” has the meaning given to that term in the Explanatory Memorandum for Resolution 2.

“Spill Resolution” has the meaning given to that term in the Explanatory Memorandum for Resolution 2.

“VWAP” means volume weighted average price.

“WST” means Australian Western Standard Time.

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SCHEDULE 1 – EQUITY SECURITIES ISSUED SINCE 19 NOVEMBER 2018

Date of issue	Number of securities issued	Type of security	Persons securities issued to	Issue Price and any discount to Market Price (if applicable)1	Consideration, Current Value & use of funds as at the date of this Notice
7 December 2018	30,000,000	Unlisted Options2	Nominees of Ironside Capital Pty Ltd and Nascent Capital Partners Pty Ltd, as approved by Shareholders on 19 November 2018.	Nil cash consideration.	Options issued as part consideration for brokering and capital raising services provided to the Company, therefore no funds were raised from the issue. Current Value: $19,5637
7 December 2018	14,000,000	Unlisted Options3	Directors, Messrs Peter Meagher, Grant Ferguson and Ms Shannon Coates, as approved by Shareholders on 19 November 2018.	Nil cash consideration.	Options issued as an incentive to the Directors, therefore no funds were raised from the issue. Current Value: $60,3727
7 December 2018	3,000,000	Unlisted Options4	A nominee of Discovery Capital Partners Pty Ltd, as approved by Shareholders on 19 November 2018.	Nil cash consideration.	Options issued as part consideration for corporate advisory services provided to the Company, therefore no funds were raised from the issue. Current Value: $12,7567
15 May 2019	92,200,000	Fully Paid Ordinary Shares5	Professional and sophisticated investors pursuant to a placement, as announced 9 May 2019 (Placement).	$0.01 per Share, being equal to the Market Price.	Share issue raised a total of $922,000, of which the 36% has been spent to date on the Company’s Namibian and Botswanan exploration program and working capital, with the remainder also intended to be spent on the Company’s Namibian and Botswanan exploration program and working capital requirements.
29 May 2019	8,000,000	Unlisted Options6	Managing Director, Simon Jackson as an incentive, as approved by Shareholders on 29 May 2019.	Nil cash consideration.	Options issued as an incentive to the Director, therefore no funds were raised from the issue. Current Value: $35,6827
1 July 2019	7,800,000	Fully Paid Ordinary Shares5	Directors, Messrs Peter Meagher, Simon Jackson, Grant Ferguson and Ms Shannon Coates pursuant to their participation in the Placement, as approved by Shareholders on 26 June 2019.	$0.01 per Share, being equal to the Market Price.	Share issue raised a total of $78,000, of which the 36% has been spent to date on the Company’s Namibian and Botswanan exploration program and working capital, with the remainder also intended to be spent on the Company’s Namibian and Botswanan

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Date of issue	Number of securities issued	Type of security	Persons securities issued to	Issue Price and any discount to Market Price (if applicable)1	Consideration, Current Value & use of funds as at the date of this Notice
					exploration program and working capital requirements.

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Unlisted Options exercisable at $0.0363 each and expiring 19 November 2019, or 21 days from the date the Company’s 20 day VWAP share price is $0.05 or higher.

3. Unlisted Options exercisable at $0.045 each and expiring 7 December 2023, of which 8,000,000 Unlisted Options are subject to vesting conditions as detailed in the Company’s Notice of Meeting dated 5 October 2018.

4. Unlisted Options exercisable at $0.045 each and expiring 19 November 2023.

5. Fully paid ordinary shares in the capital of the Company, ASX Code: KMT (terms are set out in the Constitution).

6. Unlisted Options exercisable at $0.036 per share vesting in equal tranches on 29 May 2020, 29 May 2021 and 29 May 2022 and expiring on 29 May 2024.

7. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.007) on ASX on 2 September 2019. In respect of unquoted Equity Securities the value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares). This valuation is for the purposes of this Notice of Meeting only. No value will be, or are permitted to be, brought to account in respect to these Options under Accounting Standards in respect to these reported values.

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